Schedule 13d
| Filed by: | FARAHI JOHN |
| Subject Company: | MONARCH CASINO & RESORT, INC. |
| Filed as of Date: | 02/02/2009 |
| View Original Filing on Edgar's | |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
Under the
Securities Exchange Act of 1934
(Amendment
No. 5)*
|
Monarch
Casino & Resort, Inc.
|
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(Name
of Issuer)
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Common
Stock, $0.01 Par Value
|
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(Title
of Class of Securities)
|
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609027107
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(CUSIP
Number)
|
|
John
Farahi
|
|
3800
South Virginia Street
|
|
Reno,
Nevada 89502
|
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(775)
335-4600
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(Name,
Address and Telephone Number of Person
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Authorized
to Receive Notices and Communications)
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November
21, 2006
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(Date
of Event Which Requires Filing of this
Statement)
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If the
filing person has previously filed a statement on Schedule 13G to report the
acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box ¨
Note: Schedules
filed in paper format shall include a signed original and five copies of the
schedule, including all exhibits. See §240.13d-7 for other parties to whom
copies are to be sent.
*The
remainder of this cover page shall be filled out for a reporting person’s
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The
information required in the remainder of this cover page shall not be deemed to
be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934
(“Act”) or otherwise subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act (however, see the
Notes).
- 1
- -
CUSIP No.
609027107
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(1)
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NAMES
OF REPORTING PERSONS
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John
Farahi
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(2)
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ¨
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(b)
ý
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||
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(3)
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SEC
USE ONLY
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(4)
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SOURCE
OF FUNDS
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Not
Applicable
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||
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(5)
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CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT
TO ITEM 2(d) or 2(e)
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¨
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(6)
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CITIZENSHIP
OR PLACE OF ORGANIZATION
|
|
|
United
States of America
|
||
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NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON
WITH:
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(7)
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SOLE
VOTING POWER
3,098,558
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(8)
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SHARED
VOTING POWER
-0-
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|
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(9)
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SOLE
DISPOSITIVE POWER
3,098,558
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|
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(10)
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SHARED
DISPOSITIVE POWER
-0-
|
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(11)
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
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3,098,558
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||
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(12)
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
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¨
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(13)
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
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18.9%
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||
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(14)
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TYPE
OF REPORTING PERSON
|
|
|
IN
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||
- 2
- -
|
(1)
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NAMES
OF REPORTING PERSONS
|
|
|
Bob
Farahi
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||
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(2)
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ¨
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(b) ý
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||
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(3)
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SEC
USE ONLY
|
|
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(4)
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SOURCE
OF FUNDS
|
|
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Not
Applicable
|
||
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(5)
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CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT
TO ITEM 2(d) or 2(e)
|
¨
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(6)
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CITIZENSHIP
OR PLACE OF ORGANIZATION
|
|
|
United
States of
America
|
||
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NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON
WITH:
|
(7)
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SOLE
VOTING POWER
2,051,578
|
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(8)
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SHARED
VOTING POWER
-0-
|
|
|
(9)
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SOLE
DISPOSITIVE POWER
2,051,578
|
|
|
(10)
|
SHARED
DISPOSITIVE POWER
-0-
|
|
(11)
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
2,051,578
|
||
|
(12)
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
¨
|
|
(13)
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
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12.6%
|
||
|
(14)
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TYPE
OF REPORTING PERSON
|
|
|
IN
|
||
- 3
- -
Item
1. Security and Issuer
This
Amendment No. 5 to Schedule 13D (the "Amendment") amends the Schedules 13D of
John Farahi and Bob Farahi, individuals, as initially filed with the Securities
and Exchange Commission on March 23, 2006 (the "Schedules 13D"), with respect to
their beneficial ownership of the common stock, $0.01 par value, of Monarch
Casino & Resort, Inc., a Nevada corporation (the "Company"). Except as
specifically provided herein, this Amendment does not modify any of the
information previously reported on the Schedules 13D.
The
address of the principal executive offices of the Company is 3800 South Virginia
Street, Reno, NV 89502.
Item
2. Identity and Background
(a) This
statement is filed by John Farahi and Bob Farahi.
(b) The
business address of John Farahi and Bob Farahi is 3800 South Virginia Street,
Reno, Nevada 89502.
(c) John
Farahi and Bob Farahi are each officers and directors of the
Company.
(d) Neither
John Farahi nor Bob Farahi has, during the last five years, been convicted in a
criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) Neither
John Farahi nor Bob Farahi has, during the last five years, been a party to a
civil proceeding of a judicial or administrative body of competent jurisdiction
and as a result of such proceeding was or is subject to a judgment, decree or
final order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding any violation
with respect to such laws.
(f) John
Farahi and Bob Farahi are citizens of the United States of America.
Schedules
13D, and all amendments thereto, for the reporting persons herein previously
also included information for Ben Farahi. Starting with the Schedule
13D filed June 28, 2006, Ben Farahi has made separate filings and is not longer
included herein.
Item
3. Source and Amount of Funds or Other Consideration
See Item
4, “Purpose of the Transaction.”
Item
4. Purpose of Transaction
From
March 22, 2006 to November 21, 2006, Bob Farahi sold an aggregate of 209,568
shares of common stock through a series of open market transactions. From
November 22, 2006 to November 28, 2008, Bob Farahi sold an aggregate of 202,032
shares of common stock through a series of open market
transactions.
In
addition, from August 2007 to June 2008, the Company undertook a series of
publicly announced share buybacks totaling 3 million shares. As a
result, shares outstanding of the Company’s common stock decreased during that
time.
Subject
to the above, the Reporting Persons do not have plans or proposals which relate
to or would result in:
- 4
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(a) The
acquisition by any person of additional securities of the issuer, or the
disposition of securities of the issuer;
(b) An
extraordinary corporate transaction, such as a merger, reorganization or
liquidation, involving the issuer or any of its subsidiaries;
(c) A
sale or transfer of a material amount of assets of the issuer or any of its
subsidiaries;
(d) Any
change in the present board of directors or management of the issuer, including
any plans or proposals to change the number or term of directors or to fill any
existing vacancies on the board;
(e) Any
material change in the present capitalization or dividend policy of the
issuer;
(f) Any
other material change in the issuer's business or corporate structure, including
but not limited to, if the issuer is a registered closed-end investment company,
any plans or proposals to make any changes in its investment policy for which a
vote is required by section 13 of the Investment Company Act of
1940;
(g)
Changes in the issuer's charter, bylaws or instruments corresponding thereto or
other actions which may impede the acquisition of control of the issuer by any
person;
(h)
Causing a class of securities of the issuer to be delisted from a national
securities exchange or to cease to be authorized to be quoted in an inter-dealer
quotation system of a registered national securities association;
(i) A
class of equity securities of the issuer becoming eligible for termination of
registration pursuant to section 12(g)(4) of the Act; or
(j) Any
action similar to any of those enumerated above.
Item
5. Interest in Securities of the Issuer
John
Farahi beneficially owns 3,098,558 shares of the Company’s common stock,
representing 18.9% of the Company’s shares of outstanding common
stock. On October 21, 2004, John Farahi was granted an option
pursuant to the Company's 1993 Executive Long Term Incentive Plan, as amended
(the “Plan”), to purchase 200,000 shares of the Company's common stock at
$11.685 per share. The options vest as follows: 66,666 shares on October 21,
2005; 66,666 shares on October 21, 2006; 66,668 shares on October 21, 2007.
Additionally, on October 21, 2005, John Farahi was granted an option pursuant to
the Plan to purchase 70,000 shares of the Company’s common stock at $18.060 per
share. The option vests on October 21, 2008. John Farahi
has the sole power to vote or to dispose of all 3,098,558 shares owned by him.
As such, John Farahi may be deemed to have beneficial ownership of his
individually owned shares. As of the filing date hereof, such shares represent
18.9% of the Company's shares of outstanding common stock.
As of
November 21, 2006, Bob Farahi owned 2,210,276 shares of the Company’s common
stock, representing 11.56% of the Company’s shares of common stock outstanding
as of that date. As of the filing date hereof, Bob Farahi owns 2,051,578 shares
of the Company’s common stock, representing 12.6% of the Company’s shares of
outstanding common stock. On October 21, 2004, Bob Farahi was granted an option
pursuant to the Plan to purchase 100,000 shares of the Company's common stock at
$11.685 per share. The options vest as follows: 33,332 on October 21, 2005;
33,334 on October 21, 2006; 33,334 on October 21, 2007. Additionally, on October
21, 2005, Bob Farahi was granted an option pursuant to the Plan to purchase
10,000 shares of the Company’s common stock at $18.060 per share. The
option vests on October 21, 2008. Bob Farahi has the sole power to vote or to
dispose of all 2,051,578 owned by him. As such, Bob Farahi may be deemed to have
beneficial ownership of his individually owned shares. As of the filing date
hereof, such shares represent 12.6% of the Company's shares of outstanding
common stock.
- 5
- -
The
shares of the Company's common stock held by John Farahi and Bob Farahi may be
subject to applicable community property laws.
Item
6. Contracts Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer
John
Farahi is the Co-Chairman of the Board of Directors, Chief Executive Officer and
a Director of the Company and Bob Farahi is the Co-Chairman of the Board of
Directors, President, Secretary and a Director of the Company. John Farahi and
Bob Farahi are brothers.
The Plan
is described in Item 5 above. The summary description of the Plan in this
Schedule 13D is qualified in its entirety by reference to the full text of the
Plan which is incorporated herein by reference.
Item
7. Material to be Filed as Exhibits
Monarch
Casino & Resort, Inc. 1993 Executive Long Term Incentive Plan, as amended
(incorporated by reference to the Company’s Definitive Schedule 14A filed April
23, 2007, Appendix B).
- 6
- -
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this statement is true, complete and
correct.
|
John
Farahi
|
|||
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By:
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/s/ John Farahi | ||
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John
Farahi
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|||
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Dated:
|
|||
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Bob
Farahi
|
|||
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By:
|
/s/ Bob Farahi | ||
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Bob
Farahi
|
|||
|
Dated:
|
February 2, 2009 | ||
- 7 -
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